As filed with the Securities and Exchange Commission on May 22, 1995
File No. 33-44909
File No. 811-6520
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
Registration Statement Under the Securities Act of 1933
Post-Effective Amendment No. 6
and/or
Registration Statement Under the Investment Company Act of 1940
Amendment No. 8
SMITH BREEDEN TRUST
(Exact Name of Registrant as Specified in Charter)
100 Europa Drive, Suite 200
Chapel Hill, NC 27514
(Address of Principal Executive Office)
(919) 967-7221
(Registrant's Telephone Number, Including Area Code)
MARIANTHE S. MEWKILL
100 Europa Drive, Suite 200
Chapel Hill, NC 27514
(Name and Address of Agent for Service)
This filing shall become effective on May 22, 1995 pursuant
to paragraph (b) of Rule 485 under the Securities Act of 1933.
The Registrant elects to register a definite number of shares,
shown below, pursuant to Section 24(e) of the Investment
Company Act of 1940, as amended.
TITLE OF SECURITIES BEING REGISTERED: shares of beneficial interest,
no par value
AMOUNT BEING REGISTERED: 39,928
PROPOSED MAXIMUM OFFERING PRICE PER UNIT: 11.49*
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE: $290,000.00**
AMOUNT OF FEE: $100.00
* This number is based on the offering price of the specified
series of the Registrant on May 17, 1995.
** Calculation of the Maximum Aggregate Offering Price is made
pursuant to Rule 24e-2; the total number of shares redeemed or
repurchased during the fiscal year ended March 31, 1995 was
14,689; none of such redeemed or repurchased shares have
previously been used for reductions pursuant to Rule 24e-2(a)
or 24f-2(c); and the entire amount of such shares is being used
for such reduction in the amendment.
The Registrant has previously registered an indefinite number
of shares of beneficial interest pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended. A Rule 24f-2
Notice for Registrant's fiscal year ended March 31, 1995 was
filed on May 22, 1995.
Please Send Copy of Communications to:
MARIANTHE S. MEWKILL
Smith Breeden Associates, Inc.
100 Europa Drive, Suite 200
Chapel Hill, NC 27514
(919) 967-7221
May 15, 1995
Smith Breeden Trust (the "Fund")
100 Europa Drive
Suite 200
Chapel Hill, North Carolina 27314
Gentlemen:
We are furnishing this opinion in connection with Post-
Effective Amendment No. 6 to your Registration Statement on Form
N-1A under the Securities Act of 1933 (the "Registration
Statement"). You have informed us that in the Registration
Statement you intend to register 39,928 shares of beneficial
interest of the Smith Breeden Market Tracking Fund series of the
Fund (the Series ) pursuant to the provisions of Rule 24e-2
under the Investment Company Act (collectively, the "Shares"),
which Shares are in addition to your shares of beneficial
interest which you have previously offered and sold or are
currently offering. You have also informed us that you propose
to offer and sell from time to time the Shares, for cash or
securities at the net asset value per share, determined in
accordance with your Bylaws.
We have examined your Agreement and Declaration of Trust, as
amended, on file in the office of the Secretary of State of The
Commonwealth of Massachusetts and a form of the underwriting
agreement between the Fund and Fund/Plan Broker Services, Inc.
certified to us by an officer of the Fund. We are familiar with
the actions taken by your Trustees to authorize the issue and
sale from time to time of your shares of beneficial interest at
not less than net asset value and have assumed that the Shares
will be issued and sold in accordance with such action. We have
also examined a copy of your By-laws and such other documents as
we have deemed necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that: (1) the
Fund is authorized to issue an unlimited number of shares of
beneficial interest of the Series, and (2) that upon the issue
and sale of any Shares for cash or securities at net asset value,
determined in accordance with your Bylaws and in accordance with
the underwriting agreement, such Shares so issued will be duly
authorized, validly issued, fully paid and non-assessable.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Trust or its
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of the particular series of
shares from and against all claims and liabilities to which any
shareholder of that series may become subject by reason of his
being or having been a shareholder. Thus, the risk of
shareholder liability is limited to circumstances in which that
series of shares itself would be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ ROPES & GRAY
Ropes & Gray
